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                               ARCADIA FINANCIAL LTD.
                              1999 OMNIBUS STOCK PLAN


SECTION 1.  PURPOSE.

     The purpose of the Plan is to promote the interests of the Company and 
its shareholders by aiding the Company in attracting, retaining and 
incentivizing employees, officers, consultants, independent contractors and 
non-employee directors.

SECTION 2.  DEFINITIONS.

     As used in the Plan, the following terms shall have the meanings set 
forth below:

     (a)  Affiliate shall mean (i) any entity that, directly or indirectly 
through one or more intermediaries, is controlled by the Company and (ii) any 
entity in which the Company has a significant equity interest, in each case 
as determined by the Committee.

     (b)  Award shall mean any Option, Stock Appreciation Right, Restricted 
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, Other 
Stock Grant or Other Stock-Based Award granted under the Plan.

     (c)  Award Agreement shall mean any written agreement, contract or other 
instrument or document evidencing any Award granted under the Plan.

     (d)  Code shall mean the Internal Revenue Code of 1986, as amended from 
time to time, and any regulations promulgated thereunder.

     (e)  Committee shall mean either the Board of Directors of the Company 
or a committee of the Board of Directors appointed by the Board of Directors 
to administer the Plan, which committee shall be comprised of not less than 
such number of directors as shall be required to permit the Plan to satisfy 
the requirements of Rule 16b-3.  Each member of the Committee shall be a 
nonemployee director within the meaning of Rule 16b-3 and an outside director 
within the meaning of Section 162(m) of the Code.

     (f)  Company shall mean Arcadia Financial Ltd., a Minnesota corporation, 
and any successor corporation.

     (g)  Dividend Equivalent shall mean any right granted under Section 6(e) 
of the Plan.

     (h)  Eligible Person shall mean any employee, officer, consultant, 
independent contractor or director providing services to the Company or any 
Affiliate whom the Committee determines to be an Eligible Person.


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     (i)  Fair Market Value shall mean, with respect to any property 
(including, without limitation, any Shares or other securities), the fair 
market value of such property determined by such methods or procedures as 
shall be established from time to time by the Committee.  Notwithstanding the 
foregoing, unless otherwise determined by the Committee, the Fair Market 
Value of Shares on a given date for purposes of the Plan shall not be less 
than (i) the closing price as reported for composite transactions, if the 
Shares are then listed on the New York Stock Exchange or another national 
securities exchange, (ii) the last sale price, if the Shares are then quoted 
on the NASDAQ National Market, or (iii) the average of the closing 
representative bid and asked prices of the Shares in all other cases, on the 
date as of which fair market value is being determined.  If on a given date 
the Shares are not traded in an established securities market, the Committee 
shall make a good faith attempt to satisfy the requirements of this clause 
and in connection therewith shall take such action as it deems necessary or 
advisable.

     (j)  Incentive Stock Option shall mean an option granted under Section 
6(a) of the Plan that is intended to meet the requirements of Section 422 of 
the Code or any successor provision.

     (k)  Non-Qualified Stock Option shall mean an option granted under 
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

     (l)  Option shall mean an Incentive Stock Option or a Non-Qualified 
Stock Option, and shall include Reload Options.

     (m)  Other Stock Grant shall mean any right granted under Section 6(f) 
of the Plan.

     (n)  Other Stock-Based Award shall mean any right granted under Section 
6(g) of the Plan.

     (o)  Participant shall mean an Eligible Person designated to be granted 
an Award under the Plan.

     (p)  Performance Award shall mean any right granted under Section 6(d) 
of the Plan.

     (q)  Person shall mean any individual, corporation, partnership, 
association or trust.

     (r)  Plan shall mean the Arcadia Financial Ltd. 1999 Omnibus Stock Plan, 
as amended from time to time.

     (s)  Reload Option shall mean any Option granted under Section 6(a)(iv) 
of the Plan.

     (t)  Restricted Stock shall mean any Shares granted under Section 6(c) 
of the Plan.

     (u)  Restricted Stock Unit shall mean any unit granted under Section 
6(c) of the Plan evidencing the right to receive a Share (or a cash payment 
equal to the Fair Market Value of a Share) at some future date.


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     (v)  Rule 16b-3 shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule or regulation.

     (w)  Shares shall mean shares of Common Stock, $0.01 par value, of the 
Company or such other securities or property as may become subject to Awards 
pursuant to an adjustment made under Section 4(c) of the Plan.

     (x)  Stock Appreciation Right shall mean any right granted under Section 
6(b) of the Plan.

SECTION 3.  ADMINISTRATION.

     (a)  POWER AND AUTHORITY OF THE COMMITTEE.  The Plan shall be 
administered by the Committee.  Subject to the express provisions of the Plan 
and to applicable law, the Committee shall have full power and authority to:  
(i) designate Participants; (ii) determine the type or types of Awards to be 
granted to each Participant under the Plan; (iii) determine the number of 
Shares to be covered by (or with respect to which payments, rights or other 
matters are to be calculated in connection with) each Award; (iv) determine 
the terms and conditions of any Award or Award Agreement; (v) amend the terms 
and conditions of any Award or Award Agreement and accelerate the 
exercisability of Options or the lapse of restrictions relating to Restricted 
Stock, Restricted Stock Units or other Awards; (vi) determine whether, to 
what extent and under what circumstances Awards may be exercised in cash, 
Shares, other securities, other Awards or other property, or canceled, 
forfeited or suspended; (vii) determine whether, to what extent and under 
what circumstances cash, Shares, other securities, other Awards, other 
property and other amounts payable with respect to an Award under the Plan 
shall be deferred either automatically or at the election of the holder 
thereof or the Committee; (viii) interpret and administer the Plan and any 
instrument or agreement relating to, or Award made under, the Plan; (ix) 
establish, amend, suspend or waive such rules and regulations and appoint 
such agents as it shall deem appropriate for the proper administration of the 
Plan; and (x) make any other determination and take any other action that the 
Committee deems necessary or desirable for the administration of the Plan. 
Unless otherwise expressly provided in the Plan, all designations, 
determinations, interpretations and other decisions under or with respect to 
the Plan or any Award shall be within the sole discretion of the Committee, 
may be made at any time and shall be final, conclusive and binding upon any 
Participant, any holder or beneficiary of any Award.

     (b)  DELEGATION.  The Committee may delegate its powers and duties under 
the Plan to one or more officers of the Company or any Affiliate or a 
committee of such officers, subject to such terms, conditions and limitations 
as the Committee may establish in its sole discretion; PROVIDED, HOWEVER, 
that the Committee shall not delegate its powers and duties under the Plan 
(i) with regard to officers or directors of the Company or any Affiliate who 
are subject to Section 16 of the Exchange Act or (ii) in such a manner as 
would cause the Plan not to comply with the requirements of Section 162(m) of 
the Code.


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SECTION 4.  SHARES AVAILABLE FOR AWARDS.

     (a)  SHARES AVAILABLE.  Subject to adjustment as provided in Section 
4(c), the aggregate number of Shares that may be issued under all Awards 
under the Plan shall be 5,000,000.  Shares to be issued under the Plan may be 
either shares reacquired or newly issued, authorized but unissued shares.  If 
any Shares covered by an Award or to which an Award relates are not purchased 
or are forfeited, or if an Award otherwise terminates without delivery of any 
Shares, then the number of Shares counted against the aggregate number of 
Shares available under the Plan with respect to such Award, to the extent of 
any such forfeiture or termination, shall again be available for granting 
Awards under the Plan.  Notwithstanding the foregoing, the number of Shares 
available for granting Incentive Stock Options under the Plan shall not 
exceed 5,000,000, subject to adjustment as provided in the Plan and Section 
422 or 424 of the Code or any successor provision, and the number of Shares 
available for granting Restricted Stock and Restricted Stock Units under the 
Plan shall not exceed 1,000,000 Shares, subject to adjustment as provided in 
the Plan and Section 422 or 424 of the Code or any successor provision.

     (b)  ACCOUNTING FOR AWARDS.  For purposes of this Section 4, if an Award 
entitles the holder thereof to receive or purchase Shares, the number of 
Shares covered by such Award or to which such Award relates shall be counted 
on the date of grant of such Award against the aggregate number of Shares 
available for granting Awards under the Plan.

     (c)  ADJUSTMENTS.  In the event that the Committee shall determine that 
any dividend or other distribution (whether in the form of cash, Shares, 
other securities or other property), recapitalization, stock split, reverse 
stock split, reorganization, merger, consolidation, split-up, spin-off, 
combination, repurchase or exchange of Shares or other securities of the 
Company, issuance of warrants or other rights to purchase Shares or other 
securities of the Company or other similar corporate transaction or event 
affects the Shares such that an adjustment is determined by the Committee to 
be appropriate in order to prevent dilution or enlargement of the benefits or 
potential benefits intended to be made available under the Plan, then the 
Committee shall, in such manner as it may deem equitable, adjust any or all 
of (i) the number and type of Shares (or other securities or other property) 
that thereafter may be made the subject of Awards, (ii) the number and type 
of Shares (or other securities or other property) subject to outstanding 
Awards and (iii) the purchase or exercise price with respect to any Award; 
PROVIDED, HOWEVER, that the number of Shares covered by any Award or to which 
such Award relates shall always be a whole number.

     (d)  AWARD LIMITATIONS UNDER THE PLAN.  No Eligible Person may be 
granted any Award or Awards under the Plan, the value of which Awards is 
based solely on an increase in the value of the Shares after the date of 
grant of such Awards, for more than 1,000,000 Shares (subject to adjustment 
as provided for in Section 4(c)), in the aggregate in any calendar year.  The 
foregoing annual limitation specifically includes the grant of any Awards 
representing qualified performance-based compensation within the meaning of 
Section 162(m) of the Code.


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SECTION 5.  ELIGIBILITY.

     Any Eligible Person of the Company or any Affiliate, shall be eligible 
to be designated a Participant.  In determining which Eligible Persons shall 
receive an Award and the terms of any Award, the Committee may take into 
account the nature of the services rendered by the respective Eligible 
Persons, their present and potential contributions to the success of the 
Company or such other factors as the Committee, in its discretion, shall deem 
relevant. Notwithstanding the foregoing, an Incentive Stock Option may only 
be granted to full or part-time employees (which term as used herein 
includes, without limitation, officers and directors who are also employees), 
and an Incentive Stock Option shall not be granted to an employee of an 
Affiliate unless such Affiliate is also a subsidiary corporation of the 
Company within the meaning of Section 424(f) of the Code or any successor 
provision.

SECTION 6.  AWARDS.

     (a)  OPTIONS.  The Committee is hereby authorized to grant Options to 
Participants with the following terms and conditions and with such additional 
terms and conditions not inconsistent with the provisions of the Plan as the 
Committee shall determine:

          (i)   EXERCISE PRICE.  The purchase price per Share purchasable 
     under an Option shall be determined by the Committee; PROVIDED, HOWEVER, 
     that the purchase price of an Incentive Stock Option shall not be less 
     than 100% of the Fair Market Value of a Share on the date of grant of 
     such Option.

          (ii)  OPTION TERM.  The term of each Option shall be fixed by the 
     Committee; PROVIDED that no Incentive Stock Option shall be granted for 
     a term in excess of 10 years.

          (iii) TIME AND METHOD OF EXERCISE.  The Committee shall determine 
     the time or times at which an Option may be exercised in whole or in 
     part and the method or methods by which, and the form or forms 
     (including, without limitation, cash, Shares, other securities, other 
     Awards or other property, or any combination thereof, having a Fair 
     Market Value on the exercise date equal to the relevant exercise price) 
     in which, payment of the exercise price with respect thereto may be made 
     or deemed to have been made.

          (iv)  RELOAD OPTIONS.  The Committee may grant Reload Options, 
     separately or together with another Option, pursuant to which, subject 
     to the terms and conditions established by the Committee, the 
     Participant would be granted a new Option when the payment of the 
     exercise price of a previously granted option is made by the delivery of 
     Shares owned by the Participant pursuant to Section 6(a)(iii) hereof or 
     the relevant provisions of another plan of the Company, and/or when 
     Shares are tendered or forfeited as payment of the amount to be withheld 
     under applicable income tax laws in connection with the exercise of an 
     Option, which new Option would be an Option to purchase the number of 
     Shares not exceeding the sum of (A) the number of Shares so provided as 
     consideration upon the exercise of the previously granted option to 
     which such Reload Option relates and (B) the number of Shares, if any, 
     tendered or withheld as payment of


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     the amount to be withheld under applicable tax laws in connection with 
     the exercise of the option to which such Reload Option relates pursuant 
     to the relevant provisions of the plan or agreement relating to such 
     option. Reload Options may be granted with respect to Options previously 
     granted under the Plan or any other stock option plan of the Company, 
     and may be granted in connection with any Option granted under the Plan 
     or any other stock option plan of the Company at the time of such grant. 
     Such Reload Options shall have a per share exercise price equal to the 
     Fair Market Value as of the date of grant of the new Option.  Any Reload 
     Option shall be subject to availability of sufficient Shares for grant 
     under the Plan. Shares surrendered as part or all of the exercise price 
     of the Option to which it relates that have been owned by the optionee 
     less than six months will not be counted for purposes of determining the 
     number of Shares that may be purchased pursuant to a Reload Option.

     (b)  STOCK APPRECIATION RIGHTS.  The Committee is hereby authorized to 
grant Stock Appreciation Rights to Participants subject to the terms of the 
Plan and any applicable Award Agreement.  A Stock Appreciation Right granted 
under the Plan shall confer on the holder thereof a right to receive upon 
exercise thereof the excess of (i) the Fair Market Value of one Share on the 
date of exercise (or, if the Committee shall so determine, at any time during 
a specified period before or after the date of exercise) over (ii) the grant 
price of the Stock Appreciation Right as specified by the Committee, which 
price shall not be less than 100% of the Fair Market Value of one Share on 
the date of grant of the Stock Appreciation Right.  Subject to the terms of 
the Plan and any applicable Award Agreement, the grant price, term, methods 
of exercise, dates of exercise, methods of settlement and any other terms and 
conditions of any Stock Appreciation Right shall be as determined by the 
Committee.  The Committee may impose such conditions or restrictions on the 
exercise of any Stock Appreciation Right as it may deem appropriate.

     (c)  RESTRICTED STOCK AND RESTRICTED STOCK UNITS.  The Committee is 
hereby authorized to grant Restricted Stock and Restricted Stock Units to 
Participants with the following terms and conditions and with such additional 
terms and conditions not inconsistent with the provisions of the Plan as the 
Committee shall determine:

          (i)   RESTRICTIONS.  Shares of Restricted Stock and Restricted 
     Stock Units shall be subject to such restrictions as the Committee may 
     impose (including, without limitation, a waiver by the Participant of 
     the right to vote or to receive any dividend or other right or property 
     with respect thereto), which restrictions may lapse separately or in 
     combination at such time or times, in such installments or otherwise as 
     the Committee may deem appropriate.

          (ii)  STOCK CERTIFICATES.  Any Restricted Stock shall be registered 
     in the name of the Participant and shall bear an appropriate legend 
     referring to the terms, conditions and restrictions applicable to such 
     Restricted Stock.  In the case of Restricted Stock Units, no Shares 
     shall be issued at the time such Awards are granted.


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          (iii) FORFEITURE.  Except as otherwise determined by the Committee, 
     upon termination of employment (as determined under criteria established 
     by the Committee) during the applicable restriction period, all Shares 
     of Restricted Stock and all Restricted Stock Units at such time subject 
     to restriction shall be forfeited and reacquired by the Company; 
     PROVIDED, HOWEVER, that the Committee may, when it finds that a waiver 
     would be in the best interest of the Company, waive in whole or in part 
     any or all remaining restrictions with respect to Shares of Restricted 
     Stock or Restricted Stock Units.  Upon the lapse or waiver of 
     restrictions and the restricted period relating to Restricted Stock 
     Units evidencing the right to receive Shares, such Shares shall be 
     issued and delivered to the holders of the Restricted Stock Units.

     (d)  PERFORMANCE AWARDS.  The Committee is hereby authorized to grant 
Performance Awards to Participants subject to the terms of the Plan and any 
applicable Award Agreement.  A Performance Award granted under the Plan (i) 
may be denominated or payable in cash, Shares (including, without limitation, 
Restricted Stock and Restricted Stock Units), other securities, other Awards 
or other property and (ii) shall confer on the holder thereof the right to 
receive payments, in whole or in part, upon the achievement of such 
performance goals during such performance periods as the Committee shall 
establish.  Subject to the terms of the Plan and any applicable Award 
Agreement, the performance goals to be achieved during any performance 
period, the length of any performance period, the amount of any Performance 
Award granted, the amount of any payment or transfer to be made pursuant to 
any Performance Award and any other terms and conditions of any Performance 
Award shall be determined by the Committee.

     (e)  DIVIDEND EQUIVALENTS.  The Committee is hereby authorized to grant 
Dividend Equivalents to Participants, subject to the terms of the Plan and 
any applicable Award Agreement, under which such Participants shall be 
entitled to receive payments (in cash, Shares, other securities, other Awards 
or other property as determined in the discretion of the Committee) 
equivalent to the amount of cash dividends paid by the Company to holders of 
Shares with respect to a number of Shares determined by the Committee.

     (f)  OTHER STOCK GRANTS.  The Committee is hereby authorized, subject to 
the terms of the Plan and any applicable Award Agreement, to grant to 
Participants Shares without restrictions thereon as are deemed by the 
Committee to be consistent with the purpose of the Plan.

     (g)  OTHER STOCK-BASED AWARDS.  The Committee is hereby authorized to 
grant to Participants subject to the terms of the Plan and any applicable 
Award Agreement, such other Awards that are denominated or payable in, valued 
in whole or in part by reference to, or otherwise based on or related to, 
Shares (including, without limitation, securities convertible into Shares), 
as are deemed by the Committee to be consistent with the purpose of the Plan. 
Shares or other securities delivered pursuant to a purchase right granted 
under this Section 6(g) shall be purchased for such consideration, which may 
be paid by such method or methods and in such form or forms (including, 
without limitation, cash, Shares, other securities, other Awards or other 
property or any combination thereof), as the Committee shall determine.


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     (h)  GENERAL.

          (i)   NO CASH CONSIDERATION FOR AWARDS.  Awards shall be granted 
     for no cash consideration or for such minimal cash consideration as may 
     be required by applicable law.

          (ii)  AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER.  Awards may, in 
     the discretion of the Committee, be granted either alone or in addition 
     to, in tandem with or in substitution for any other Award or any award 
     granted under any plan of the Company or any Affiliate other than the 
     Plan.  Awards granted in addition to or in tandem with other Awards or 
     in addition to or in tandem with awards granted under any such other 
     plan of the Company or any Affiliate may be granted either at the same 
     time as or at a different time from the grant of such other Awards or 
     awards.

          (iii) FORMS OF PAYMENT UNDER AWARDS.  Subject to the terms of the 
     Plan and of any applicable Award Agreement, payments or transfers to be 
     made by the Company or an Affiliate upon the grant, exercise or payment 
     of an Award may be made in such form or forms as the Committee shall 
     determine (including, without limitation, cash, Shares, other 
     securities, other Awards or other property or any combination thereof), 
     and may be made in a single payment or transfer, in installments or on a 
     deferred basis, in each case in accordance with rules and procedures 
     established by the Committee. Such rules and procedures may include, 
     without limitation, provisions for the payment or crediting of 
     reasonable interest on installment or deferred payments or the grant or 
     crediting of Dividend Equivalents with respect to installment or 
     deferred payments.

          (iv)  LIMITS ON TRANSFER OF AWARDS.  No Award (other than Other 
     Stock Grants) and no right under any such Award shall be transferable by 
     a Participant otherwise than by will or by the laws of descent and 
     distribution; PROVIDED, HOWEVER, that, if so determined by the 
     Committee, a Participant may, in the manner established by the 
     Committee, transfer Options (other than Incentive Stock Options) or 
     designate a beneficiary or beneficiaries to exercise the rights of the 
     Participant and receive any property distributable with respect to any 
     Award upon the death of the Participant.  Each Award or right under any 
     Award shall be exercisable during the Participant's lifetime only by the 
     Participant or, if permissible under applicable law, by the 
     Participant's guardian or legal representative.  No Award or right under 
     any such Award may be pledged, alienated, attached or otherwise 
     encumbered, and any purported pledge, alienation, attachment or 
     encumbrance thereof shall be void and unenforceable against the Company 
     or any Affiliate.

          (v)   TERM OF AWARDS.  The term of each Award shall be for such 
     period as may be determined by the Committee.

          (vi)  RESTRICTIONS; SECURITIES EXCHANGE LISTING.  All Shares or 
     other securities delivered under the Plan pursuant to any Award or the 
     exercise thereof shall be subject to such restrictions as the Committee 
     may deem advisable under the Plan, applicable federal


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     or state securities laws and regulatory requirements, and the Committee 
     may cause appropriate entries to be made or legends to be affixed to 
     reflect such restrictions.  If the Shares or other securities are listed 
     on a securities exchange, the Company shall not be required to deliver 
     any Shares or other securities covered by an Award until such Shares or 
     other securities have been listed on such securities exchange.

SECTION 7.  AMENDMENT AND TERMINATION; ADJUSTMENTS.

     Except to the extent prohibited by applicable law and unless otherwise 
expressly provided in an Award Agreement or in the Plan:

     (a)  AMENDMENTS TO THE PLAN.  The Board of Directors of the Company may 
amend, alter, suspend, discontinue or terminate the Plan; PROVIDED, HOWEVER, 
that, notwithstanding any other provision of the Plan or any Award Agreement, 
without the approval of the shareholders of the Company, no such amendment, 
alteration, suspension, discontinuation or termination shall be made that, 
absent such approval:

          (i)   would cause Rule 16b-3 or Section 162(m) of the Code to 
     become unavailable with respect to the Plan;

          (ii)  would violate the rules or regulations of the New York Stock 
     Exchange, any other securities exchange or the National Association of 
     Securities Dealers, Inc. that are applicable to the Company; or

          (iii) would cause the Company to be unable, under the Code, to 
     grant Incentive Stock Options under the Plan.

     (b)  AMENDMENTS TO AWARDS.  The Committee may waive any conditions of or 
rights of the Company under any outstanding Award, prospectively or 
retroactively.  The Committee may not amend, alter, suspend, discontinue or 
terminate any outstanding Award, prospectively or retroactively, without the 
consent of the Participant or holder or beneficiary thereof, except as 
otherwise herein provided or in the Award Agreement.

     (c)  CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES.  The 
Committee may correct any defect, supply any omission or reconcile any 
inconsistency in the Plan or any Award in the manner and to the extent it 
shall deem desirable to carry the Plan into effect.

SECTION 8.  INCOME TAX WITHHOLDING; TAX BONUSES.

     (a)  WITHHOLDING.  In order to comply with all applicable federal or 
state income tax laws or regulations, the Company may take such action as it 
deems appropriate to ensure that all applicable federal or state payroll, 
withholding, income or other taxes, which are the sole and absolute 
responsibility of a Participant are withheld or collected from such 
Participant.  In order to assist a Participant in paying all or a portion of 
the federal and state taxes to be withheld or collected upon exercise or 
receipt of (or the lapse of restrictions relating to) an Award, the


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Committee, in its discretion and subject to such additional terms and 
conditions as it may adopt, may permit the Participant to satisfy such tax 
obligation by (i) electing to have the Company withhold a portion of the 
Shares otherwise to be delivered upon exercise or receipt of (or the lapse of 
restrictions relating to) such Award with a Fair Market Value equal to the 
amount of such taxes or (ii) delivering to the Company Shares other than 
Shares issuable upon exercise or receipt of (or the lapse of restrictions 
relating to) such Award with a Fair Market Value equal to the amount of such 
taxes.  The election, if any, must be made on or before the date that the 
amount of tax to be withheld is determined.

     (b)  TAX BONUSES.  The Committee, in its discretion, shall have the 
authority, at the time of grant of any Award under this Plan or at any time 
thereafter, to approve cash bonuses to designated Participants to be paid 
upon their exercise or receipt of (or the lapse of restrictions relating to) 
Awards in order to provide funds to pay all or a portion of federal and state 
taxes due as a result of such exercise or receipt (or the lapse of such 
restrictions). The Committee shall have full authority in its discretion to 
determine the amount of any such tax bonus.

SECTION 9.  GENERAL PROVISIONS.

     (a)  NO RIGHTS TO AWARDS.  No Eligible Person, Participant or other 
Person shall have any claim to be granted any Award under the Plan, and there 
is no obligation for uniformity of treatment of Eligible Persons, 
Participants or holders or beneficiaries of Awards under the Plan.  The terms 
and conditions of Awards need not be the same with respect to any Participant 
or with respect to different Participants.

     (b)  AWARD AGREEMENTS.  No Participant will have rights under an Award 
granted to such Participant unless and until an Award Agreement shall have 
been duly executed on behalf of the Company and, if requested by the Company, 
signed by the Participant.

     (c)  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing contained in 
the Plan shall prevent the Company or any Affiliate from adopting or 
continuing in effect other or additional compensation arrangements, and such 
arrangements may be either generally applicable or applicable only in 
specific cases.

     (d)  NO RIGHT TO EMPLOYMENT.  The grant of an Award shall not be 
construed as giving a Participant the right to be retained in the employ of 
the Company or any Affiliate, nor will it affect in any way the right of the 
Company or an Affiliate to terminate such employment at any time, with or 
without cause.  In addition, the Company or an Affiliate may at any time 
dismiss a Participant from employment free from any liability or any claim 
under the Plan, unless otherwise expressly provided in the Plan or in any 
Award Agreement.

     (e)  GOVERNING LAW.  The validity, construction and effect of the Plan 
or any Award, and any rules and regulations relating to the Plan or any 
Award, shall be determined in accordance with the laws of the State of 
Minnesota.


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     (f)  SEVERABILITY.  If any provision of the Plan or any Award is or 
becomes or is deemed to be invalid, illegal or unenforceable in any 
jurisdiction or would disqualify the Plan or any Award under any law deemed 
applicable by the Committee, such provision shall be construed or deemed 
amended to conform to applicable laws, or if it cannot be so construed or 
deemed amended without, in the determination of the Committee, materially 
altering the purpose or intent of the Plan or the Award, such provision shall 
be stricken as to such jurisdiction or Award, and the remainder of the Plan 
or any such Award shall remain in full force and effect.

     (g)  NO TRUST OR FUND CREATED.  Neither the Plan nor any Award shall 
create or be construed to create a trust or separate fund of any kind or a 
fiduciary relationship between the Company or any Affiliate and a Participant 
or any other Person.  To the extent that any Person acquires a right to 
receive payments from the Company or any Affiliate pursuant to an Award, such 
right shall be no greater than the right of any unsecured general creditor of 
the Company or any Affiliate.

     (h)  NO FRACTIONAL SHARES.  No fractional Shares shall be issued or 
delivered pursuant to the Plan or any Award, and the Committee shall 
determine whether cash shall be paid in lieu of any fractional Shares or 
whether such fractional Shares or any rights thereto shall be canceled, 
terminated or otherwise eliminated.

     (i)  HEADINGS.  Headings are given to the Sections and subsections of 
the Plan solely as a convenience to facilitate reference.  Such headings 
shall not be deemed in any way material or relevant to the construction or 
interpretation of the Plan or any provision thereof.

     (j)  OTHER BENEFITS.  No compensation or benefit awarded to or realized 
by any Participant under the Plan shall be included for the purpose of 
computing such Participant's compensation under any compensation-based 
retirement, disability, or similar plan of the Company unless required by law 
or otherwise provided by such other plan.

SECTION 10.  EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective as of January 20, 1999; PROVIDED, HOWEVER, 
that if the Company's shareholders do not approve the Plan at the 1999 Annual 
Meeting of Shareholders, the Plan shall be null and void and all Awards 
granted prior to the date of such Annual Meeting shall be of no force or 
effect.

SECTION 11.  TERM OF THE PLAN.

     Awards shall only be granted under the Plan during a 10-year period 
beginning on the effective date of the Plan.  However, unless otherwise 
expressly provided in the Plan or in an applicable Award Agreement, any Award 
theretofore granted may extend beyond the end of such 10-year period, and the 
authority of the Committee provided for hereunder with respect to the Plan 
and any Awards, and the authority of the Board of Directors of the Company to 
amend the Plan, shall extend beyond the termination of the Plan.


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